"Escape Plan" pairs Sylvester Stallone and Arnold Schwarzenegger in roles they could just as easily have taken on 20 years ago, so there's nothing cute about it, no plea for indulgence, no reliance on nostalgia. It's not a movie about two old guys who come back but a straight-ahead action movie meant to be taken on its own terms.

It succeeds in doing something difficult: It blends the Stallone and Schwarzenegger universes. This might seem like no big deal - weren't they both huge action stars of the 1980s? Yes, but there the similarity ends. Schwarzenegger is essentially a comedian who specializes in cruelty. His whole appeal is that he's impervious. He exists in a universe in which nothing can hurt him. In fact, half the fun of a Schwarzenegger movie is watching others catch on to his invincibility, usually a few seconds too late.

Stallone is the opposite. He's a dramatist, and everything hurts him. He's like some agonized, fleshy version of a Michelangelo sculpture or, better yet, like St. Sebastian, the beautiful man who got stuck with all those arrows. Schwarzenegger could never play St. Sebastian in a movie, but Stallone could. Can't you almost hear him grunting as he pulls out each arrow … and then the dead stare, as he figures out how he's going to kill absolutely, standing there with a bow?

The first smart thing "Escape Plan" does is make one of them the main focus. In this case, it's Stallone, so basically we're watching a Stallone world. He plays Ray, a security expert whose job is to figure out the weaknesses of maximum-security prisons from the inside. He goes in, undercover, and then breaks out. The career is difficult enough, but it gets worse when he takes a job testing out a CIA prison. There he realizes, there's no escape. Ever.

It takes about a half hour for Schwarzenegger to show up. The camera moves in on his eyes, and the audience, at the screening I saw, immediately started laughing - as they're supposed to. Schwarzenegger, playing a German anarchist stuck in the CIA prison, is Stallone's comic relief. Soon the men meet every day, studying prison patterns and plotting their escape, and just as Ray and Emile (Schwarzenegger) develop a convincing rapport, so do the two actors. It's a joy to watch them together.

The men are pitted against Jim Caviezel as the warden, who plays him as a cold sadist, a sort of bureaucratic Caligula. In fact, the cast is first rate down the line, with Vincent D'Onofrio as Ray's jumpy business partner, Amy Ryan as Ray's friend on the outside and Sam Neill lending the weight of his presence to a small role as the prison doctor. "Escape Plan" may be an action movie, but it's in the scenes between the action that the movie stands out.

Director Mikael Hafstrom strikes a good tonal balance that allows him to take advantage of lighter moments without losing anything in dramatic intensity. He doesn't lean on the screen legends of his stars, but he knows when to wink at the audience, too. At one point, Schwarzenegger has occasion to pick up an enormous machine gun, and suddenly it's the '80s again, and all is right with the world.

More Information

'Escape Plan'

Rated R: for violence and language throughout

Running time: 116 minutes

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So chalk "Escape Plan" up as a pretty good action movie given an extra edge by the intelligent use of its two main actors.

And if you ever want to see a classic example that didn't quite succeed, take a look at "Smart Money," the 1931 Warner Bros. film that tried to marry the worlds of the two great gangster actors of the day, Edward G. Robinson and James Cagney. Somehow it didn't work - marriages like that aren't easy.